SERIAL 13068-SS RENEWAL AMENDMENT.PDF

AMENDMENT #1
TO
SOLE SOURCE CONTRACT
SERIAL 13068-SS
This amendment agreement ("Renewal Amendment") is to the Sole Source Contract with Serial Number
13068-55 ("Contract") entered into the 21st day of August, 2013 by and between Maricopa County
(County), a political subdivision of the State of Arizona, and Esri Canada Limited, a Canadian corporation
(Contractor).
BACKGROUND:
a) Whereas the County entered into the Contract with the Contractor for the purchase and supply
of certain Project Deliverables for a pilot period commencing on the 21st day of August, 2013
and expiring on December 31, 2014 ("Pilot Period");
b) Whereas pursuant to the County's exercise of its renewal option right under Section 1.2 of the
Contract, the parties wish to extend the term of the Contract beyond the Pilot Period for an
additional five (5) year renewal term commencing on September 1, 2014 (notwithstanding the
December 31, 2014 Pilot Period expiration date) and expiring on August 31, 2019 ("Renewal
Term");
c) Whereas it is provided under Section 1.3 of the Contract that in the event that the County
exercises its option for a Renewal Term of the Contract, the Contractor shall grant the County a
Standard Use Subscription License of the Licensed Software for County's use during such
applicable Renewal Term;
d) Whereas the County is required to pay the Contractor annually the applicable Licensed Software
annual subscription fees for the Standard Use Subscription License to be granted for County's
use during the Renewal Term;
e) Whereas in light of the early renewal date of the Renewal Term the Contractor is willing to
provide the County with a payment credit for a prorated amount in connection with the
applicable Licensed Software annual subscription fee for the first year of the Renewal Term;
f) Whereas the County has requested changes to the agreed scope of works of the Contractor
services and deliverables under the Contract and pursuant thereto has authorized the

Contractor to issue a Change Request under the Contract ("Change Request No.4") for the
supply of certain additional Services and deliverables to be identified under the issued Change
Request No.4 document ("Additional Project Deliverables");
g) Whereas the Additional Project Deliverables contemplated to be supplied by the Contractor
under the Change Request No.4 includes but is not limited to third party proprietary software,
data products and product related services to be supplied in a subcontractor and licensor
capacity by CycloMedia Technology Inc. ("CycloMedia") a proposed newly added third party
subcontractor of the Contractor; and
h) Whereas Contractor's applicable charges and fees for the provision of the contemplated
Additional Project Deliverables shall be as specified under the Change Request No.4 ("Additional
Project Deliverables Fees").
For valuable consideration the sufficiency of which is acknowledged by each party to this Renewal
Amendment, the parties hereby agree to the following modifications and amendments to the Contract:
1.0 RENEWAL OF CONTRACT TERM AND TERM SUBSCRIPTION LICENSES:
RENEWAL OF CONTRACT TERM
1.1 The parties hereby agree that commencing on September 1, 2014 ("Renewal Effective
Date") the term of the Contract is hereby deemed renewed for the Renewal Term of five (5)
years (September 1, 2014 to August 31, 2019).
1.2 The parties hereby acknowledge and agree that the County shall be deemed to have
exercised its available renewal option rights under Section 1.2 of the Contract to renew the
Contract for the Renewal Term.
RENEWAL OF TERM SUBSCRIPTION LICENSES
1.3 Pursuant to Section 1.3 of the Contract and for the purposes of compliance with the
Licensed Software applicable licensing requirements as provided under Section 2 of
Attachment A (Scope of Use) of the Contractor Software License Agreement attached as
Exhibit D to the Contract ("AA Software License Agreement") Contractor hereby grants the
County a Standard Use Subscription License of the Licensed Software for County's use
during the Renewal Term.
1.4 For the purposes of compliance with the subscription license ordering requirements of the
AA Software License Agreement, the County shall be deemed to have issued an Ordering
Document to the Contractor for an order of a Standard Use Subscription License of the
Licensed Software for County's use during the Renewal Term as authorized for license use
subject to a usage limit of 1,000,000 parcels under the AA Software License Agreement and
subject to the following pricing and payment terms:
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(a) Pursuant to the Contractor's pricing proposal under Exhibit A (Pricing) of the Contract
with respect to the County's procurement of Standard Use Subscription License of the
Licensed Software, the County shall pay the sum of US$403,563.00 annually to the
Contractor during the each year of the Renewal Term as the applicable Licensed
Software annual subscription fee for the Standard Use Subscription License granted to
the County ("Standard Use Subscription License Annual Fee");
(b) Solely with respect to the Standard Use Subscription License Annual Fee payment for
the 1st year of the Renewal Term (September 1, 2014 - August 31, 2015) the County
shall be entitled to receive a payment credit from the Contractor in the amount of
US$6,668.53 based on the following calculation: 50,014 (existing pilot # of parcels) x
$0.4 (price/parcel) x 4/12 (prorated to 4 months overlapping period - Sep 1, 2014 to
Dec 31, 2014) .-. $6,668.53 ("Licensed Software Subscription Credit");
(c) The parties hereby acknowledge and agree that save with respect to the application of
the Licensed Software Subscription Credit and save as otherwise provided under this
Renewal Amendment the existing terms of the Contract shall apply to all Standard Use
Subscription License Annual Fee payments.
2.0 ADDITIONAL PROJECT DELIVERABLES:
2.1 The County hereby authorizes the Contractor to provide and supply the Additional Project
Deliverables as described and set out under the Change Order No.4 document attached as
Appendix 1 to this Renewal Amendment directly or through engagement of County pre-
approved third party subcontractors as deemed applicable by the Contractor.
2.2 The Contractor is hereby authorized to engage CycloMedia as a third party subcontractor
and licensor in connection with the procurement and supply of all required CycloMedia
proprietary product offerings including but not limited to CycloMedia data, software, image
capturing and other product related services as further identified under Change Order No.
4 ("CycloMedia Product Offerings").
2.3 The County acknowledges and agrees that the County's use of CycloMedia Product
Offerings shall be subject to the County agreeing to comply with CycloMedia's applicable
end user terms including licensing requirements applicable to the CycloMedia Product
Offerings which Contractor undertakes to secure from CycloMedia and make available to
County in the form of an updated version of the AA Software License Agreement containing
the CycloMedia Product Offerings end user terms as incorporated additional third party
product requirements ("AA Software License Agreement - Version 2" ). The parties
acknowledge and agree that upon County approval the updated AA Software License
Agreement - Version 2 document shall be subsequently attached as Appendix 2 to this
Renewal Amendment.
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2.4 The County shall pay the Contractor the Additional Project Deliverables Fees as set out
under the authorized Change Order No.4 as consideration for the Contractor's supply of the
Additional Project Deliverables.
3.0 COMPLETE AGREEMENT:
3.1 The parties hereby acknowledge and agree that save as otherwise provided under this
Renewal Amendment and the attached Appendix 1 all existing terms of the Contract and
the additional Contract documentation incorporated as Exhibits A— H under Section 6.34 of
the Contract shall apply to the Renewal Term.
3.2 The amendments to the Contract provided under this Renewal Amendment constitutes the
sole and entire agreement of the parties as to the subject matter set forth herein and
supersedes any previous agreements, understandings, and arrangements between the
parties relating to such subject matter and any terms on a purchase order. Any
modifications or amendments to the Contract must be in writing and signed by an
authorized representative of each party.
3.3 Definitions used in this Renewal Amendment that do not have associated meanings shall
have the meanings provided under the Contract.
4.0 GOVERNING LAW:
This Renewal Amendment shall be governed by the laws of the state of Arizona. Venue for
any actions or lawsuits involving this Contract will be in Maricopa County Superior Court or
in the United States County Court for the County of Arizona, sitting in Phoenix, Arizona.
IN WITNESS WHEREOF, this Renewal Amendment is executed on the date set forth above.
ESRI CANADA LIMITED:
(CONTRACTOR)
AUTHORIZED SIGNATURE
PRINTED NAME AND TITLE
ADDRESS
DATE
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MARICOPA COUNTY:
CHAIRMAN, BOARD OF SUPERVISORS DATE
ATTESTED:
CLERK OF THE BOARD DATE
OFFICE OF THE ASSESSOR:
CHIEF/DEPUTY ASSESSOR DATE
APPROVED AS TO FORM:
COUNTY LEGAL COUNSEL DATE
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APPENDIX 1
CHANGE REQUEST No.4

APPENDIX 2
AA Software License Agreement — Version 2
(To be subsequently attached)
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